LINCOLN EDUCATIONAL SERVICES CORP — Director's Dealing 2009

Dec 18, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LINCOLN EDUCATIONAL SERVICES CORP (LINC)
CIK: 0001286613
Period of Report: 2009-12-15

Reporting Person: STONINGTON PARTNERS INC II (10% Owner)
Reporting Person: BURKE JAMES J JR (Director)
Reporting Person: MICHAS ALEXIS P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-15	Common Stock	S	750000	$20.95	Disposed	8158000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11030	Direct
Common Stock	11030	Direct

Footnotes

F1: The disposition of 750,000 shares of the common stock of Lincoln Educational Services Corporation (the "Registrant") by Back
to School Acquisition, L.L.C. ("BTS") was made pursuant to a block trade under Rule 144 under the Securities Act of 1933, as amended.

F2: Stonington Partners, Inc. II is the general partner of Stonington Partners, L.P. ("SP"), and SP is the general partner of the
Stonington Capital Appreciation 1994 Fund, L.P. (the "Stonington Fund"). Stonington Partners, Inc. is the management
company, which, pursuant to a management agreement with the Stonington Fund, has full discretionary authority with respect
to the Stonington Fund's investments, including the authority to make and dispose of such investments. The Stonington Fund
controls, and has a 100% economic interest in, BTS.

F3: Shares owned directly by James J. Burke, Jr.

F4: Shares owned directly by Alexis P. Michas.

F5: Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest therein.